University Lands Solar Lease

Waiver, Release of Liability, and Hold Harmless Agreement of Lessee in Favor of Lessor

Agreement made on the between of , referred to herein as Lessor, and of , referred to herein as Lessee.

Whereas, Lessee is this day signing a Lease Agreement with Lessor to lease hereinafter called the Premises; and

Whereas, Lessor owns other property adjacent to Premises, hereinafter called Lessor’s Property; and

Whereas, as a condition to leasing Premises to Lessee, Lessor is requiring that Lessee agree to and execute this Agreement;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Lessor shall not be liable, and Lessee waives all claims, for injury or damage to persons or property sustained by Lessee on the Premises or the Lessor’s Property resulting from:

A. Any part of the building, equipment, or appurtenances on the Premises or Lessor’s Property in need of repair;

B. Any accident in or about the Premises or Lessor’s Property; or

C. Any injury or damage resulting directly or indirectly from any act or negligence of a tenant or occupant of any building in or about the Premises or Lessor’s Property.

2. This waiver of liability and release of Lessor shall apply especially, but not exclusively, to damage caused by water, snow, frost, steam, excessive heat or cold, sewage, gas, odors, noise, or the bursting or leakage of pipes or plumbing fixtures and shall apply whether any damage results from the act or negligence of other tenants, occupants, or servants of the Premises or Lessor’s Property, or of any other person, or whether the damage is caused or results from any event or circumstance of a similar or wholly different nature.

3. If any damage to the Premises or Lessor’s Property results from any act or negligence of Lessee, Lessee shall repair the damages within days or within a reasonable period if the damages cannot be repaired in a -day period. If Lessee fails or refuses to make the repairs, Lessor may, at the option of Lessor, repair the damage, whether caused to the building(s) or to any occupants, and Lessee shall pay to Lessor the total cost of the repairs and damages.

4. All personal property belonging to Lessee or to any occupant that is on the Premises shall be there at the risk of Lessee, and Lessor shall not be liable for any damage to or the theft or misappropriation of such property.

5. Lessor shall not be liable for any failure of water supply, gas, electric current, or telephone service, nor for injury or damage to person or property caused by the elements or by any cause out of Lessor's actual or apparent control or by other tenants or persons on the Premises or Lessor’s Property, or resulting from steam, gas, electricity, water, rain, or snow which may leak or flow from any part of the buildings on the Premises or Lessor’s Property, or from breakage, leakage, or obstruction of the water or soil pipes, appliances or plumbing works of the same, or from any other place, nor for interference with light or other incorporeal hereditaments. Lessor shall not be liable for the presence of vermin or insects, if any, on the Premises or Lessor’s Property, nor shall their presence in any way affect the Lease; neither shall Lessor be liable for any latent defect in any building on the Premises or Lessor’s Property, nor responsible for any package or article left with or entrusted to an employee of Lessor.

6. If Lessor shall furnish to Lessee any storeroom, use of laundry, or any other facility on the Premises or Lessor’s Property, the parties agree that if any person shall use the same, such person does so at his or her own risk and upon the express stipulation that Lessor shall not be liable for any loss of property, or for any damage or injury whatsoever to person or property by reason of or in connection with such use.

7. Lessee shall be in exclusive control and possession of the Premises, and Lessor shall not be liable for any injury or damages to any property or to any person on or about the Premises or Lessor’s Property, nor for any injury or damage to any property of Lessee, unless such injury or damage results from the gross negligence or willful misconduct of Lessor.

8. Lessee does hereby assume all liability for any injury or damages that may arise from any accident that occurs on or in front of the Premises or in, on, or about the Premises in any area under the control of Lessee. Lessee shall indemnify Lessor against any and all claims filed by parties injured or damaged by an accident as provided in this Section.

9. Lessor may enter and inspect the Premises to ensure that Lessee is in compliance with the terms and conditions of the Lease and makes repairs that Lessee has failed to make. Lessor shall not be liable to Lessee for any entry on the Premises for inspection purposes.

10. Lessee shall indemnify, defend, and hold Lessor harmless from any and all claims and damages (including reasonable attorney's fees and costs) arising from Lessee's use and occupancy of the Premises. Lessee shall further indemnify, defend, and hold Lessor harmless from any and all claims and damages (including reasonable attorney's fees and costs) arising from any breach or default in the terms of the Lease, or arising from any act, negligence, fault, or omission of Lessee or Lessee's agents, employees, or invitees, and from and against any and all costs, reasonable attorney's fees, expenses, and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Lessor by reason of any such claim, Lessee, on notice from Lessor, shall defend the action or proceeding at Lessee's expense by counsel approved in writing by Lessor.

11. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

12. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

13. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

14. Notices

Unless provided herein or in the Lease to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

15. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

16. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

17. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

18. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

19. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.